Common use of Cause for Termination Clause in Contracts

Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement: (a) upon written notice by a Party if the other Party is in breach of its material obligations hereunder and has not cured such breach within [**] after notice requesting cure of the breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [**] following such notice); provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the relevant cure period shall be tolled until such time as such dispute is resolved pursuant to Section 10.7; or (b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within [**] after the filing thereof. (c) Notwithstanding the foregoing, any termination of this Agreement by Pfizer pursuant to Section 8.3.1(a) shall apply to this Agreement in its entirety, or be limited in force and effect to the Target to which such material breach relates, as Pfizer may elect in its sole discretion in writing at the time of termination, and any termination of this Agreement by Arvinas pursuant to Section 8.3.1(a) for breach of Sections 3.7, 5.3 or 5.4 shall be limited in force and effect to the Target (and related Compounds and Products) to which such material breach relates.

Cause for Termination. This Agreement may be terminated at any time during the term of this AgreementTerm: (a) upon written notice by a Party NewLink if the other Party Merck is in material breach of (i) its material obligations hereunder Product Diligence Obligations pursuant to Section 3.5.1 by causes and reasons within its control [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or (ii) any obligation to make payments to NewLink hereunder, and has not cured such breach within [**] after written notice requesting cure of the breach (except to the extent provided, however that such breach involves the failure to make a payment when due, which breach must be cured within initial [**] following such notice)cure period shall be extended for an additional [**] for so long as [**]; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the relevant [**] cure period shall be tolled until such time as such the dispute is resolved pursuant to Section 10.710.6; provided further, however, that it is agreed that termination pursuant to this Section 8.3.1(a) shall be on a Product-by-Product basis to which the breach relates and that NewLink cannot terminate this Agreement under this Section 8.3.1(a) with respect to the non-affected Products (and the effects of termination in Section 8.3.2 shall only apply with respect to such terminated Product); or (b) by either a Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors creditors, by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within [**] after the filing thereofthereof (an “Insolvency Event”). (c) Notwithstanding the foregoing, any termination of this Agreement by Pfizer pursuant to Section 8.3.1(a) shall apply to this Agreement in its entirety, or be limited in force and effect to the Target to which such material breach relates, as Pfizer may elect in its sole discretion in writing at the time of termination, and any termination of this Agreement by Arvinas pursuant to Section 8.3.1(a) for breach of Sections 3.7, 5.3 or 5.4 shall be limited in force and effect to the Target (and related Compounds and Products) to which such material breach relates.

Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement: (a) upon written notice by a Party if the other Party is in material breach of this Agreement by causes and reasons within its material obligations hereunder control and has not cured such breach within [***] after written notice requesting cure of the breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [**] following such notice)breach; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the relevant [***] cure period shall be tolled until such time as such the dispute is resolved pursuant to Section 10.79.6; provided further, however, that notwithstanding the foregoing, it is agreed that termination pursuant to this Section 8.3.1(a) shall be on a Product-by-Product basis to which the breach relates, as applicable, and that the non-breaching Party cannot terminate this Agreement under this Section 8.3.1 (a) with respect to the non-affected Products, as applicable (and the effects of termination as set forth in Section 8.3.2 shall only apply with respect to such terminated Product, as applicable); or (b) by either a Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within [**] ninety (90) days after the filing thereof. (c) Notwithstanding the foregoing, any termination of this Agreement by Pfizer pursuant to Section 8.3.1(a) shall apply to this Agreement in its entirety, or be limited in force and effect to the Target to which such material breach relates, as Pfizer may elect in its sole discretion in writing at the time of termination, and any termination of this Agreement by Arvinas pursuant to Section 8.3.1(a) for breach of Sections 3.7, 5.3 or 5.4 shall be limited in force and effect to the Target (and related Compounds and Products) to which such material breach relates.

Cause for Termination. This Agreement may be terminated at any time during the term of this Agreement: (a) upon written notice by a Party if the other Party is in material breach of its material obligations hereunder and has not cured such breach within [**] after notice requesting cure of the breach (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [**] following such notice); provided, however, in the event of a good faith dispute with respect to the existence of a such material breach, the relevant cure period shall be tolled until such time as such dispute is resolved pursuant to Section 10.7; or (b) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within [**] after the filing thereof. (c) Notwithstanding the foregoing, any termination of this Agreement by Pfizer Bayer pursuant to Section 8.3.1(a) shall apply to this Agreement in its entirety, or be limited in force and effect to the Collaboration Target to which such material breach relates, as Pfizer Bayer may elect in its sole discretion in writing at the time of termination, and any termination of this Agreement by Arvinas pursuant to Section 8.3.1(a) for breach of Sections 3.7, 5.3 or 5.4 shall be limited in force and effect to the Target Collaboration Target(s) (and related Collaboration Compounds and Products) to which such material breach relates.

Cause for Termination. This Agreement may be terminated at any time during the term of this AgreementTerm: (a) upon written notice by a Party NewLink if the other Party Merck is in material breach of (i) its material obligations hereunder Product Diligence Obligations pursuant to Section 3.5.1 by causes and reasons within its control or (ii) any obligation to make payments to NewLink hereunder, and has not cured such breach within [**] after written notice requesting cure of the breach (except to the extent provided, however that such breach involves the failure to make a payment when due, which breach must be cured within initial [*] cure period shall be extended for an additional [*] following such notice)for so long as [*]; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the relevant [*] cure period shall be tolled until such time as such the dispute is resolved pursuant to Section 10.710.6; provided further, however, that it is agreed that termination pursuant to this Section 8.3.1(a) shall be on a Product-by-Product basis to which the breach relates and that NewLink cannot terminate this Agreement under this Section 8.3.1(a) with respect to the non-affected Products (and the effects of termination in Section 8.3.2 shall only apply with respect to such terminated Product); or (b) by either a Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors creditors, by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within [**] after the filing thereofthereof (an “Insolvency Event”). (c) Notwithstanding the foregoing, any termination of this Agreement by Pfizer pursuant to Section 8.3.1(a) shall apply to this Agreement in its entirety, or be limited in force and effect to the Target to which such material breach relates, as Pfizer may elect in its sole discretion in writing at the time of termination, and any termination of this Agreement by Arvinas pursuant to Section 8.3.1(a) for breach of Sections 3.7, 5.3 or 5.4 shall be limited in force and effect to the Target (and related Compounds and Products) to which such material breach relates.